American Bitcoin (ABTC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for August 29, 2024, to be held virtually, with five key proposals up for shareholder vote.

• Proposals include declassifying the Board, electing a director, advisory votes on executive compensation and its frequency, and auditor ratification.

• Board recommends voting in favor of all proposals, with a three-year frequency for say-on-pay votes.

• Proxy solicitation is managed by Morrow Sodali, with a $10,000 fee and indemnification.

• Only shareholders of record as of July 16, 2024, are eligible to vote.

Voting matters and shareholder proposals

• Proposal 1: Amend Certificate of Incorporation to declassify the Board, moving to annual director elections starting 2025.

• Proposal 2: Non-binding advisory vote to approve named executive officer compensation.

• Proposal 3: Non-binding advisory vote on frequency of future say-on-pay votes; Board recommends every three years.

• Proposal 4: Election of Jessica Billingsley as Class III director; term depends on outcome of Proposal 1.

• Proposal 5: Ratification of RBSM LLP as independent auditor for fiscal year 2024.

Board of directors and corporate governance

• Board currently consists of five directors, with a majority being independent per Nasdaq rules.

• Board diversity includes four out of five directors with at least one diversity characteristic.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Board Chairperson is independent, reinforcing oversight and accountability.